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Form #1413

CONTRACT BETWEEN PARTNERS WHO HAD CREATED CORPORATION TO TAKE PLACE OF PARTNERSHIP

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CONTRACT BETWEEN PARTNERS WHO HAD CREATED CORPORATION TO TAKE PLACE OF PARTNERSHIP


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Contract between partners who had created corporation to take place of partnership

Agreement, made this _________ day of _________[year], by and between A, B and C all of _________, State of _________, provides that:

The parties, prior to _________[date], constituted the partnership of _________, transacting business in the City of _________, _________, and caused _________, a corporation under the laws of the State of _________, to be organized with a capital stock of $_____ divided into _________ shares of the par value of $_____ each, to which the corporation the firm transferred its entire property, assets, business and goodwill in consideration of the issuance by corporation to firm, or its nominees, of the entire capital stock of corporation, which, on a division among the partners composing the firm, is now owned and held as follows:

By A, _________ shares.

By B, _________ shares.

By C, _________ shares.

By _________, one share.

By _________, one share.

Each of the parties agreed to the organization of corporation, and the transfer of the business, property and goodwill of partnership to corporation, and the issuance and distribution of stock to the parties in the proportions stated above on the express condition that the parties when and as soon as they should receive from corporation certificates representing their respective stock interests as above set forth, should enter into and execute this agreement.

In consideration of the premises and of one dollar and other valuable considerations received by each of the parties from the others, the receipt of which is respectively acknowledged, and in consideration of the promises, covenants and agreements of the other parties, each of the parties does, covenant and agree to and with the other parties, their heirs, executors and administrators, respectively, as follows:

1. That during the life of this agreement he or she will not sell or otherwise dispose of his or her stock or any part unless and until he or she has first offered the stock, or any part as he or she may desire to dispose of, to the other parties, on as favorable terms and at as favorable prices as he or she will or can sell it to any other party, or parties; provided, however, that in no instance shall any party to this agreement, in buying all or any part of the stock held by another party to this agreement, be obliged to pay to the party selling in excess of book value for the stock.

2. That he or she will not sell or otherwise dispose of the stock, or any part, in corporation to any party or parties other than the parties to this agreement without first obtaining the written consent of all of the other parties in each instance, which written consent the other parties agree to give if they, or either of them, do not exercise their option within six months from the time they are notified in writing of the other party's desire to sell, to buy all or any part of the stock of the party desiring to sell and upon the terms and conditions named in paragraph 1, that is to say, that the written consent shall apply only to stock any party desires to sell and which is not purchased by the others.

3. In case of any sale of the stock of any party to the other parties, the other parties shall have the right to purchase it at not to exceed book value, as provided above, or so much as they may respectively desire to purchase up to their pro rata proportion, as fixed by their then holdings of stock in company, provided, however, that, should either of the other parties not desiring to purchase fail to take his or her full pro rata proportion of any stock when offered, then the remaining party, if he or she so desires, may purchase on the

terms and conditions and at the price fixed above, not to exceed, however, in any event, the book value of the stock, all or any part thereof not taken by the other party.

4. It is agreed that this instrument is a right, privilege and option granted by each of the parties to the others to purchase that part of stock as he or she may from time to time desire to dispose of for the prices and upon the terms and conditions contained. The right, privilege and option being exercisable at the times and whenever any of the parties desires to dispose of his or her stock or any part; and each of the parties expressly agrees that he or she has received and will hold the stock subject to this agreement and option and all the terms.

5. This agreement shall remain in full force and effect for a period of _________ years from and after _________[date], and until _________[date], unless terminated sooner by the unanimous written consent of all the parties.

6. This agreement shall extend to and be binding upon, and inure to the benefit of, the heirs and legal representatives of the parties precisely as if it had been mentioned throughout this instrument by words of appropriate designation.

Contributed by
King and Spelling LLC
 
Total Forms Contributed 117
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Keywords: CONTRACT BETWEEN PARTNERS, CREATED CORPORATION TO TAKE PLACE OF PARTNERSHIP

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